8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

September 26, 2019

Date of Report (Date of earliest event reported)

BALLANTYNE STRONG, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13906	47-0587703
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

4201 Congress Street, Suite 175
Charlotte, North Carolina	28209
(Address of principal executive offices)	(Zip Code)

(704) 994-8279

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Shares, $.01 par value	BTN	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On September 26, 2019, the Board of Directors (the “Board”) of Ballantyne Strong, Inc. (the “Company”) approved and adopted amendments to the Code of Ethics, effective as of such date. The Code of Ethics applies to all officers, directors and employees of the Company and its subsidiaries, including but not limited to the Company’s principal executive officer, principal financial officer and principal accounting officer and controller. The changes to the Code of Ethics clarify the reporting requirements pursuant to the Code of Ethics and how conflicts of interest should be addressed within the Company. The foregoing description of the amendments to the Code of Ethics is subject to, and qualified in its entirety by, the full text of the amended Code of Ethics, which is attached as Exhibit 14 to this Current Report on Form 8-K and is incorporated herein by reference. The Code of Ethics will also be available on the Company’s website at www.ballantynestrong.com. The amendments to the Code of Ethics are intended as clarifications and do not result in any waiver to any officer, director or employee of the Company, explicit or implicit, from any provision of the Code of Ethics as in effect prior to the Board’s action to approve amendments to the Code of Ethics.

Item 8.01. Other Events.

The 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of the Company will be held on Tuesday, December 17, 2019, at 10:00 a.m., local time, at the principal executive offices of the Company located at 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209. The record date for determining stockholders entitled to notice of, and to vote at, the 2019 Annual Meeting was set by the Board as October 29, 2019.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders in connection with the 2019 Annual Meeting. The Company will file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the 2019 Annual Meeting. The proxy statement, any other relevant documents and other material filed with the SEC concerning the Company will be, when filed, available free of charge at www.sec.gov and on the Company’s website at www.ballantynestrong.com. Once they are available, copies may also be obtained, free of charge, by directing a request to Alliance Advisors LLC, our proxy solicitor, 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003, toll-free at 844-876-6187. Stockholders are urged to read the proxy statement and any other relevant documents filed when they become available before making any voting decision because they will contain important information.

Participants in Solicitation

The directors, executive officers and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2019 Annual Meeting. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is available in the Company’s Annual Report on Form 10-K/A filed with the SEC on March 29, 2019 and in subsequent SEC filings on Form 8-K and Form 4. Stockholders are advised to read the Company’s proxy statement for the 2019 Annual Meeting and other relevant documents when they become available before making any voting decision because they will contain important information. You can obtain free copies of these referenced documents as described above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
14	Ballantyne Strong, Inc. Code of Ethics

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 27, 2019

BALLANTYNE STRONG, INC.
By:	/s/ Mark D. Roberson
	Mark D. Roberson
	Executive Vice President and Chief Financial Officer

EX-14

Exhibit 14

Code of Ethics

It is the policy of Ballantyne Strong, Inc. (also referred to as the “Company”) that itsemployees, directors and agents of the Company and its subsidiaries are held to the highest standards of honest and ethical conduct when conducting the affairs of the Company. Because the equity shares of Ballantyne Strong, Inc. are publicly traded, senior financial officers of Ballantyne Strong, Inc. are held to an especially high set of ethical standards and will not commit acts contrary to these standards of ethical conduct nor shall they condone the commission of such acts by others within the Ballantyne Strong, Inc. organization. This Code of Ethics applies to all officers, non-employee directors and employees of the Company and its subsidiaries.

1.) General Standards of Ethical Behavior

Officers, directors and employees of the Company and its subsidiaries will:

i. conduct their business and professional affairs in a way that avoids both real and apparent taking into consideration potential conflicts of interest between their interests and the interests of the Company; (Conflicts of interest may not always be clear-cut. If any questions arise, or if any interest may give rise to a conflict of interest, please consult with Chief Financial Officer, immediate or senior management, the head of the Human Resources Department, or the Chair of the Audit Committee if circumstances warrant. All directors and executive officers of the Company and its subsidiaries shall disclose any material transaction or relationship that reasonably could be expected to give rise to such conflict of interest to the Chair of the Audit Committee so that the Audit Committee can review such transaction or relationship.);

ii. refrain from engaging in any activity that would compromise their professional ethics or otherwise prejudice their ability to carry out their duties to the Company;

iii. Senior financial officers of the Company will communicate to executive management of the Company and to the accountants engaged in financial audits of the Company, all relevant unfavorable as well as favorable information and professional judgments or opinions;

iv. encourage open communication and full disclosure of financial information by providing a well understood process under which management is kept informed of financial information of importance, including any departure from sound policy, practice and accounting norms;

v. Senior financial officers of the Company will ensure that all relevant staff members understand the Company’s open communication and full disclosure standards and processes;

vi. refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so;

vii. inform subordinates, as appropriate, regarding the confidentiality of information acquired in the course of their work and monitor, as needed, to ensure that subordinates maintain that confidentiality;

viii. refrain from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally of indirectly through others;

ix. adhere at all times to this Code of Ethics; and

x. actively promote ethical and honest behavior among peers and other employees in the work environment.

2.) Regarding Financial Records and Reporting

Senior financial officers will:

i. Establish appropriate systems and procedures to ensure that business transactions are recorded on the Company’s books in accordance with Generally Accepted Accounting Principles, established Company policy, and appropriate regulatory pronouncements and guidelines;

ii. Establish appropriate policies and procedures for the protection and retention of accounting records and information as required by applicable law, regulation, or regulatory guidelines;

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iii. Establish and administer financial accounting controls, including effective internal control over financial reporting, that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the safe, sound, and profitable operation of the company;

iv. Completely disclose all relevant information reasonably expected to be needed by the Company’s auditors for the full, complete, and successful discharge of their duties and responsibilities; and

v. Officers, directors and employees of the Company and its subsidiaries will provide financial and other information that is full, accurate, objective, relevant, timely and understandable in all communications to colleagues, the public, the NYSE American and the Securities and Exchange Commission (the “SEC”).

3.) Compliance with Applicable Law, Rules and Regulations

i. Senior financial officers will educate members of the finance organization about any federal, state or local statute, regulation or administrative procedure that affects the operation of the finance organization and the enterprise generally;

ii. Senior financial officers will monitor the compliance of the finance organization with any applicable federal, state or local statute, regulation or administrative rule;

iii. All company activities are to be conducted in compliance with the letter and spirit of all laws and regulations. Officers, directors and employees of the Company and its subsidiaries will comply with applicable laws and regulations and will identify, report and correct in a swift and certain manner any detected deviations from applicable federal, state or local statute or regulation; and

iv. Officers, directors and employees of the Company and its subsidiaries shall promptly report any possible violation of this Code of Ethics to Chief Financial Officer, immediate or senior management, the head of the Human Resources Department and/or the Chairman Chair or another member of the Audit Committee. (or if not comfortable, report through the Company’s whistleblower hotline). The Code does not permit retaliation of any kind.

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4.) Reporting Violations

Officers, directors and employees of the Company and its subsidiaries are expected to adhere to this Code of Ethics. Violations of this Code of Ethics may result in disciplinary action, up to and including termination of service, and may also constitute violations of law that result in civil and criminal penalties. Any decision to waive the application of this Code of Ethics to an executive officer or a director must be made by the Board of Directors, and any such waivers, along with the reasons for such waivers, will be promptly publicly disclosed to stockholders, as required by applicable SEC regulations and requirements of the NYSE American. Retaliation for reporting violations is prohibited. Nothing in this Code of Ethics shall be interpreted to prohibit reporting of violations directly to the SEC or any other governmental or regulatory agency. Questions concerning the applicability of any legal or regulatory provision should be directed to Chief Financial Officer of the Company who will consult with legal counsel, as necessary or appropriate.

Last Revised as of September 26, 2019

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